This Agreement contains the complete terms and conditions that apply to your participation in the Zhoors Referral Program, and the establishment of links from your website to our website "Zhoors.com", or sending links via email.
Prohibited Sites
Prohibited Sites for advertising Zhoors.com links, products or services:
Sites that promote sexually explicit material or violence.
Sites that promote discrimination based on race, sex, religion, national origin, or physical disability.
Sites that promote illegal activities.
Spam
Zhoors Referral Program member agrees to not utilize SPAM in promoting Zhoors. This action may result in the immediate suspension or termination of the member account with a cancellation of any pending commissions. Member will also be in violation of the Zhoors Referral Program Agreement and subject to legal action and be held liable for any financial loss incurred by Zhoors. Any service interruptions to Zhoors as a result of member spamming will be billed to Affiliate at $350 U.S. dollars per hour until service is restored.
The ONLY exceptions to this are:
Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Member's behalf. However, use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputable sources could generate spam complaints against the Member resulting in suspension or termination.
Our Responsibilities:
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Member Sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.
Other Responsibilities and Opportunities of Member Sites:
Compliance with the Agreement: We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
Commission Determination:
Only flowers that are sold by us (to users of your site linked to our site), shipped to a customer, and for which we have received full payment will qualify for a commission. Commission rates start at $3.00 per order, and will vary based upon the volume of sales made on your site:
Commission Payment:
Reports of Sales:
You will have the ability to track your referrals through our member section realtime (as orders happen).
Your Responsibilities:
You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright and other laws. You must have express permission to use another party’s copyrighted or other proprietary material. We are not responsible for violations.
Policies and Pricing:
Customers who buy flowers through the Member Network will be deemed to be customers of Zhoors. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for flowers sold under the Member Network in accordance with our own pricing policies.
Publicity:
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld.
Licenses and Use of the Zhoors Logos:
You shall not make any specific use of any Licensed Materials for purposes other than selling flowers on your site for Zhoors, without first submitting a sample of such to us and obtaining the prior written consent of your Zhoors, which shall not be unreasonably withheld. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice.
Obligations Regarding Your Site:
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site.
We disclaim all liability for all such matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of your site.
Term of the Agreement:
The term of this Agreement will begin upon your registration with our Referral Program and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission fees on sales occurring during the term, and fees earned through the date of termination will remain payable only if the related flower orders are not cancelled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
Modification:
We may modify any of the terms and conditions contained in this Agreement , at any time in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Referral Program rules. If any modification is unacceptable to you, your recourse is to terminate this agreement. Your continued participation in the Referral Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
Relationship of Parties:
You and Zhoors, are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.
Disclaimers:
We make no express or implied warranties or representations with respect to the Referral Program or any flowers sold through the Referral Program (including, without limitation, warranties of fitness, merchantability, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.
Representations and Warranties:
You hereby represent and warrant to us as follows:
This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable in accordance with its terms.
The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions discussed herein will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon you or your assets.
You are the sole and exclusive owner of the Referral Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action discussed herein.
There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
Confidentiality:
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its members.
Limitation of Liability:
We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Referral Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Referral Program will not exceed the total commission fees paid or payable to you under this Agreement.
Independent Investigation:
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE REFERRAL PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Governing Law:
This Agreement will be governed by the laws of the United States and the state of Massachusetts, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in MA, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.